WHAT IF...? Season 3 Episode Descriptions Reveal Surprising Plans For Mysterio And Tease Game-Changing Finale

WHAT IF...? Season 3 Episode Descriptions Reveal Surprising Plans For Mysterio And Tease Game-Changing Finale

Marvel Animation has shared episode descriptions for the entirety of What If...? season 3 and those reveal Mysterio's surprising role in the series, The Hulk's transformation, The Watcher's fate, and more.

By JoshWilding - Dec 18, 2024 02:12 PM EST
Filed Under: What If

What If...? returns with its third and final season this weekend and Marvel Animation has today shared the episode descriptions and credits for every episode. 

There are some significant reveals here, though the biggest is Mysterio's role in "What If...The Emergence destroyed the Earth?" With the planet no more, it appears Quentin Beck finds a way to take charge of what's left; could a Spider-Man: Far From Home retcon be in the works establishing him as a Multiversal threat? 

We wouldn't bank on it but in this reality, he must have survived the events of that movie and become more than just a con man out to steal Tony Stark's technology. 

Beyond that, most of these episodes sound like fun, throwaway adventures and a couple really stretch the "What If...?" premise. However, the final two episodes sound pretty monumental and could have a major impact on the wider Multiverse Saga as the next Avengers movies draw near.

"Fans are going to love the hell out of Season 3," What If...? director Bryan Andrews says, "because we push further than we ever have. We get a little bit wilder; some episodes are really funny, some are dark, and then there’s all the adventure in between."

Executive producer Dana Vasquez-Eberhardt adds, "We took the biggest ideas yet and put them into this final season. Bryan Andrews and this incredible cast and crew absolutely kill it with huge stories, incredible cameos, and, best of all, we get to see a culmination of stories that we’ve seeded since the very first episode. It’s epic in a way only this show can pull off."

Check out the synopses for What If...? season 3 below and stay tuned for our recaps starting this Sunday. 

EPISODE 1: "What If...The Hulk fought the Mech Avengers?"

Captain America/Sam Wilson must suit up in a colossal mech suit to battle Bruce Banner after an attempt to cure himself of the Hulk goes horribly wrong. Bucky Barnes, Monica Rambeau, Moon Knight, and others must join Sam as his new team of Mech Avengers.

The cast in episode 1 includes Jeffrey Wright, Anthony Mackie, Mark Ruffalo, Teyonah Parris, Sebastian Stan, and David Harbour. The episode is directed by Stephan Franck, with a story by A.C. Bradley and Bryan Andrews and a teleplay by Ryan Little.


EPISODE 2: "What If...Agatha went to Hollywood?"

Howard Stark may have helped the Allies win World War II…but what he really wants to do is direct! On the set of Stark Pictures’ first production, the playboy auteur quickly finds himself enchanted by his bewitching lead actress, Agatha Harkness. Little does she know there will be another superpower co-star on the call sheet...Kingo.

The cast in episode 2 includes Jeffrey Wright, Kathryn Hahn, Kumail Nanjiani, Dominic Cooper, and James D’Arcy. The episode is directed by Bryan Andrews, with a story by Bryan Andrews, Matthew Chauncey, and Ryan Little and a teleplay by Matthew Chauncey and Ryan Little.


EPISODE 3: "What If...The Red Guardian stopped the Winter Soldier?"

It is 1991, and the Red Guardian takes it upon himself to join a high-profile mission and prove himself to his Red Room superiors. When his antics interfere with the Winter Soldier’s own mission to kill Howard Stark, the two Soviet supersoldiers must form an alliance to escape the United States.

The cast in episode 3 includes Jeffrey Wright, David Harbour, Sebastian Stan, Laurence Fishburne, America Ferrera, and Piotr Michael. The episode is directed by Bryan Andrews and written by A.C. Bradley.


EPISODE 4: "What If...Howard the Duck got hitched?"

Howard the Duck and Darcy Lewis find themselves on an intergalactic pleasure cruise. When dangerous factions from across the galaxy descend to threaten their trip, they must discover their own cosmic powers to withstand the onslaught.

The cast in episode 4 includes Jeffrey Wright, Kat Dennings, Seth Green, Samuel L. Jackson, Tom Hiddleston, and Michael Rooker. The episode is directed by Stephan Franck, with a story by Bryan Andrews, Matthew Chauncey, and Ryan Little and a teleplay by Matthew Chauncey and Ryan Little.


EPISODE 5: "What If...The Emergence destroyed the Earth?"

In a Universe where The Eternals never stopped The Emergence, the birth of an incubating Celestial shatters the Earth. Civilization endures on the rocky remnants of our planet, where Quentin Beck leads an authoritarian regime until freedom fighters recruit Riri Williams on a deadly mission to take him down.

The cast for episode 5 includes Jeffrey Wright, Dominique Thorne, Alejandro Saab, Emily VanCamp, Tessa Thompson, and Michelle Wong. The episode is directed by Stephan Franck, with a story by Bryan Andrews, Matthew Chauncey, and Ryan Little, and a teleplay by Matthew Chauncey and Ryan Little.


EPISODE 6: "What If...1872?"

In a universe where the heroes of the MCU live in the Old West, Shang-Chi and his pistol-packing partner, Kate Bishop, traverse the frontier, saving the innocent from the evils of The Hood.

The cast in episode 6 includes Jeffrey Wright, Simu Liu, Hailee Steinfeld, Wyatt Russell, Meng’er Zhang, and Walton Goggins. The episode is directed by Stephan Franck and Bryan Andrews, with a story by Bryan Andrews, Matthew Chauncey, and Ryan Little, and a teleplay by Matthew Chauncey and Ryan Little.


EPISODE 7: "What If...The Watcher disappeared?"

The Watcher must stand trial for his many interventions.

The cast for episode 7 includes Jeffrey Wright, Hayley Atwell, Jason Isaacs, Devery Jacobs, Alison Sealy-Smith, and Natasha Lyonne. The episode is directed by Stephan Franck, with a story by Bryan Andrews, Matthew Chauncey, and Ryan Little, and a teleplay by Matthew Chauncey and Ryan Little.


EPISODE 8: "What If...What If?"

The end of the beginning...

The cast for episode 8 includes Jeffrey Wright, Hayley Atwell, Jason Isaacs, Devery Jacobs, Alison Sealy-Smith, and Natasha Lyonne. The episode is directed by Bryan Andrews, with a story by Bryan Andrews, Matthew Chauncey, and Ryan Little, and a teleplay by Matthew Chauncey and Ryan Little.

What If...? season 3 premieres on Disney+ on December 22 with a new episode daily for 8 days.

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SonOfAGif
SonOfAGif - 12/18/2024, 2:24 PM
I will never understand how Quentin Beck designated Earth as 616 and knew about the Multiverse and then faked it. Then Marvel Studios decided to go with the Multiverse concept. I usually come up with creative ways to make sense of continuity errors or plot errors but that one stumps me till this day
Slotherin
Slotherin - 12/18/2024, 3:16 PM
@SonOfAGif - to be fair, wasn't he wrong with the designation?
SonOfAGif
SonOfAGif - 12/18/2024, 3:35 PM
@Slotherin - No. He said "There are multiple realities. This is dimension 616 and I'm from Earth 833." And Fury (Talos) said "Now Quentin is from Earth. Just not this Earth" so the idea of the Multiverse and the correct designations existed in Far From Home before No Way Home. Now to be fair the events of Loki happened directly after Endgame so the Multiverse may have been unlocked prior to Far From Home. But it doesn't explain how Beck who was faking the entire thing knew about the Multiverse and correct designations.
ShimmyShimmyYA
ShimmyShimmyYA - 12/18/2024, 3:38 PM
@SonOfAGif - you’re overthinking it

And people in the real world speculate on the multiverse with 0 proof it’s real. Why couldn’t he be doing the same thing? And just making up a number. Feige doesn’t even agree on the number cause it’s changed multiple times
SonOfAGif
SonOfAGif - 12/18/2024, 3:45 PM
@ShimmyShimmyYA - It's not overthinking. It's inconsistent with the narrative of the Multiverse Saga. We can speculate about a multiverse but we don't designate the correct world with the correct number. My head canon is he was visited by Judge Renslayer and she gave him information and talking points to fulfill an agenda for He Who Remains which was to cause the events of No Way Home to happen. And to do so they needed Quentin Beck to break Spider-Man.
WhatIfRickJames
WhatIfRickJames - 12/18/2024, 3:46 PM
@ShimmyShimmyYA - I mean, people think the earth is flat too so anything is possible.
TheVisionary25
TheVisionary25 - 12/18/2024, 2:30 PM
The descriptions sound like they could be fun to me though I’m still looking forward to some episodes more then others…

I know this take on the What If idea & series hasn’t been for everyone but I have enjoyed it overall (some stories more then others as tends to be the case in anthologies) so looking forward to seeing how they wrap this up!!.

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thebamf
thebamf - 12/18/2024, 2:39 PM
I thought there was going to be a Marvel Zombies episode? Or is that going to be a series?
JoshWilding
JoshWilding - 12/18/2024, 2:40 PM
@thebamf - It's a four episode TV show that drops on October 3, 2025.
thebamf
thebamf - 12/18/2024, 2:46 PM
@JoshWilding - Thanks bud! Good looking out.
TheVisionary25
TheVisionary25 - 12/18/2024, 2:51 PM
@thebamf - that’s a 4 episode mini-series coming late next year

It is spinning off of the one they did back in S1 though
thebamf
thebamf - 12/18/2024, 3:38 PM
@TheVisionary25 - Ahhh gotcha. That's probably where I got confused.
DaHULK2000
DaHULK2000 - 12/18/2024, 2:47 PM
This series was such a waist..all the GREAT concepts within the original comic series, abandoned in favor of safe, lazily constucted senarios that they dreamed up themselves.its a shame cause the "WHAT IF" series is up there with some of marvels best
UncleHarm1
UncleHarm1 - 12/18/2024, 3:39 PM
@DaHULK2000 - Captain Carter has such a great waist...
Clintthahamster
Clintthahamster - 12/18/2024, 3:15 PM
Cooper and D’Arcy's involvement in Episode 2 indicate it'll be set in the 40s, which could be very cool, seeing Kingo in that setting . . . I'm honestly more intrigued by those episodes generally than I have been about previous seasons. I'm all in on this one.
TheVisionary25
TheVisionary25 - 12/18/2024, 3:29 PM
@Clintthahamster - seeing them in the cast list made me remember how much I miss Agent Carter…

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McMurdo
McMurdo - 12/18/2024, 3:17 PM
ZzZzZzZzZ
Slotherin
Slotherin - 12/18/2024, 3:17 PM
The Hollywood one sounds a bit better than it did.
I still say the Darcy and Howard one sounds like a waste of an episode
TheVisionary25
TheVisionary25 - 12/18/2024, 3:28 PM
@Slotherin - I get yah…

It’s probably my least anticipated episode of the 8 but I’m willing to see where it goes
bkmeijer1
bkmeijer1 - 12/18/2024, 4:28 PM
Some of these don't even feel like What Ifs. Bucky and Red Guardians teaming up and Howard directing might as well have happened in the Sacred Timeline.

As for the rest, I kinda wanna see the MechAvenger in the MCU. Outside of that only the Old West and The Emergence sound interesting imo. And I expected more Captain Carter.

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